Good cause exists to grant the motion for
protective order. RailAmerica submits that a protective order is necessary
because the Agreement contains highly confidential and commercially sensitive
information that, if publicly disclosed, could cause commercial or other harm
to the disclosing party.

The motion conforms with the Board’s rules at
49 C.F.R. § 1104.14 governing protective orders to maintain the confidentiality
of materials submitted to the Board. Issuance of the protective order will
ensure that confidential information will be used solely for this proceeding
and not for other purposes. Accordingly, the motion for a protective order
will be granted. The Agreement shall be subject to the Protective Order and
Undertakings, as modified, in the Appendix to this decision.

This action will not significantly affect
either the quality of the human environment or the conservation of energy
resources.

It is ordered:

1. The motion for a protective order is
granted. The Protective Order and Undertakings in the Appendix to this
decision are adopted.

2. The unredacted Agreement submitted in this
docket will be kept under seal by the Board and will not be placed in the
public docket or otherwise disclosed to the public, unless the appropriate attached
Undertaking is executed and the terms of the Protective Order are followed, or
unless otherwise ordered by the Board.

(b) “Confidential
Information” means traffic data (including but not limited to waybills,
abstracts, study movement sheets, and any documents or computer tapes
containing data derived from waybills, abstracts, study movement sheets, or
other data bases, and cost workpapers); the identification of potential
shippers and receivers, in conjunction with shipper-specific or other traffic
data; the confidential terms of contracts with shippers, or carriers or licensees;
confidential financial and cost data; and other confidential or proprietary
business or personal information.

(c) “Designated Material”
means any documents designated or stamped as “CONFIDENTIAL” or “HIGHLY
CONFIDENTIAL” in accordance with paragraph 2 or 3 of this Protective Order and
any Confidential Information contained in such materials.

(d) “Proceeding” means the
proceeding before the Surface Transportation Board (“Board”) in Docket No. FD
35592 concerning the petition for exemption to acquire control of Marquette
Rail, LLC, any related proceedings before the Board, and any judicial review
proceedings arising from Docket No. FD 35592 or from any related proceedings
before the Board.

2. If any party to the Proceeding determines that any part
of a document it submits, discovery request it propounds, discovery response it
produces, transcript of a deposition or hearing in which it participates, or of
a pleading or other paper to be submitted, filed, or served in the Proceeding
contains Confidential Information or consists of Confidential Documents, then
that party may designate and stamp such Confidential Information and
Confidential Documents as “CONFIDENTIAL.” Any information or documents
designated or stamped as “CONFIDENTIAL” shall be handled as provided for
hereinafter.

3. If any party to the Proceeding determines that any part
of a document it submits, discovery request it propounds, discovery response it
produces, transcript of a deposition or hearing in which it participates, or of
a pleading or other paper to be submitted, filed, or served in the Proceeding
contains shipper-specific rate or cost data; or other competitively sensitive
or proprietary information, then that party may designate and stamp such
Confidential Information as “HIGHLY CONFIDENTIAL.” Any information or
documents so designated or stamped shall be handled as provided hereinafter.

4. Information and documents designated or stamped as
“CONFIDENTIAL” may not be disclosed in any way, directly or indirectly, or to
any person or entity except to an employee, counsel, consultant, or agent of a
party to the Proceeding, or an employee of such counsel, consultant, or agent,
who, before receiving access to such information or documents, has been given
and has read a copy of this Protective Order, has agreed to be bound by its
terms by signing a confidentiality undertaking substantially in the form set
forth at Exhibit A to this Protective Order, and has provided a copy of the
confidentiality undertaking to counsel for RailAmerica and Marquette.

5. Information and documents designated or stamped as
“HIGHLY CONFIDENTIAL” may not be disclosed in any way, directly or indirectly,
to any employee of a party to the Proceeding, or to any other person or entity
except to an outside counsel or outside consultant to a party to the
proceeding, or to an employee of such outside counsel or outside counsel or
outside consultant, who, before receiving access to such information or
documents, has been given and has read a copy of this Protective Order, has
agreed to be bound by its terms by signing a confidentiality undertaking
substantially in the form set forth at Exhibit B to this Protective Order, and
has provided a copy of the confidentiality undertaking to counsel for
RailAmerica and Marquette.

6. All parties must file simultaneously a public version of
any Highly Confidential or Confidential submission filed with the Board whether
the submission is designated a Highly Confidential Version or Confidential
Version. When filing a Highly Confidential Version, the filing party does not
need to file a Confidential Version with the Board, but must make available
(simultaneously with the party’s submission to the Board of its Highly
Confidential Version) a Confidential Version reviewable by any other party’s
in-house counsel. The Confidential Version may be served on other parties in
electronic format only. In lieu of preparing a Confidential Version, the
filing party may (simultaneously with the party’s submission to the Board of
its Highly Confidential Version) make available to outside counsel for any
other party a list of all “highly confidential” information that must be
redacted from its Highly Confidential Version prior to review by in-house
personnel, and outside counsel for any other party must then redact that
material from the Highly Confidential Version before permitting any clients to
review the submission.

7. Any party to the Proceeding may challenge the
designation by any other party of information or documents as “CONFIDENTIAL” or
as “HIGHLY CONFIDENTIAL” by filing a motion with the Board or with an
administrative law judge or other officer to whom authority has been lawfully
delegated by the Board to adjudicate such challenges.

8. Designated Material may not be used for any purposes,
including without limitation any business, commercial, or competitive purposes,
other than the preparation and presentation of evidence and argument in Docket
No. FD 35592, any related proceedings before the Board, and/or any judicial
review proceedings in connection with Docket No. FD 35592 and/or with any
related proceedings.

9. Any party who receives Designated Material in discovery
shall destroy such materials and any notes or documents reflecting such
materials (other than file copies of pleadings or other documents filed with
the Board and retained by outside counsel for a party to the Proceeding) at the
earlier of: (a) such time as the party receiving the materials withdraws from
the Proceeding, or (b) the completion of the Proceeding, including any
petitions for reconsideration, appeals or remands.

10. No party may include Designated Material in any
pleading, brief, discovery request or response, or other document submitted to
the Board, unless the pleading or other document is submitted under seal, in a
package clearly marked on the outside as “Confidential Materials Subject to
Protective Order.” See 49 C.F.R. § 1104.14. All pleadings and other
documents so submitted shall be kept confidential by the Board and shall not be
placed in the public docket in the Proceeding except by order of the Board or
of an administrative law judge or other officer in the exercise of authority
lawfully delegated by the Board.

11. No party may include Designated Material in any
pleading, brief, discovery request or response, or other document submitted to
any forum other than this Board in the Proceeding unless: (a) the pleading or
other document is submitted under seal in accordance with a protective order
that requires the pleading or other document to be kept confidential by that
tribunal and not be placed in the public docket in the proceeding, or (b) the
pleading or other document is submitted in a sealed package clearly marked,
“Confidential Materials Subject to Request for Protective Order,” and is
accompanied by a motion to that tribunal requesting issuance of a protective
order that would require the pleading or other document be kept confidential
and not be placed in the public docket in the proceeding, and requesting that
if the motion for protective order is not issued by that tribunal, the pleading
or other document be returned to the filing party.

12. No party may present or otherwise use any Designated
Material at a Board hearing in the Proceeding, unless that party has previously
submitted, under seal, all proposed exhibits and other documents containing or
reflecting such Designated Material to the Board, an administrative law judge,
or another officer to whom relevant authority has been lawfully delegated by
the Board, and has accompanied such submission with a written request that the
Board, administrative law judge, or other officer: (a) restrict attendance at
the hearing during any discussion of such Designated Material; and (b) restrict
access to any portion of the record or briefs reflecting discussion of such
Designated Material in accordance with this Protective Order.

13. If any party intends to use any Designated Material in
the course of any deposition in the Proceeding, that party shall so advise
counsel for the party producing the Designated Material, counsel for the
deponent, and all other counsel attending the deposition. Attendance at any
portion of the deposition at which any Designated Material is used or discussed
shall be restricted to persons who may review that material under the terms of this
Protective Order. All portions of deposition transcripts, or exhibits that
consist of, refer to, or otherwise disclose Designated Material shall be filed
under seal and be otherwise handled as provided in paragraph 10 of this
Protective Order.

14. To the extent that materials reflecting Confidential
Information are produced by a party in the Proceeding, and are held and/or used
by the receiving person in compliance with paragraphs 1, 2 or 3 above, such
production, disclosure, holding, and use of the materials and of the data that
the materials contain are deemed essential for the disposition of this and any
related proceedings and will not be deemed a violation of 49 U.S.C. § 11904 or
of any other relevant provision of the ICC Termination Act of 1995.

15. All parties must comply with all of the provisions of
this Protective Order unless the Board, an administrative law judge, or other
officer exercising authority lawfully delegated by the Board determines that
good cause has been shown warranting suspension of any of the provisions
herein.

16. Nothing in this Protective Order restricts the right of
any party to disclose voluntarily any Confidential Information originated by
that party, or to disclose voluntarily any Confidential Documents originated by
that party, if such Confidential Information or Confidential Documents do not
contain or reflect any Confidential Information originated by any other party.

Exhibit A

UNDERTAKING–CONFIDENTIAL
MATERIAL

I, _____________________________, have read the Protective
Order served on February 14, 2012, governing the production and use of
Confidential Information and Confidential Documents in Docket No. FD 35592,
understand the same, and agree to be bound by its terms. I agree not to use or
to permit the use of any Confidential Information or Confidential Documents
obtained pursuant to that Protective Order, or to use or to permit the use of
any methodologies or techniques disclosed or information learned as a result of
receiving such data or information, for any purpose other than the preparation
and presentation of evidence and argument in Docket No. FD 35592, any related
proceedings before the Surface Transportation Board (“Board”), and/or any
judicial review proceedings in connection with Docket No. FD 35592 and/or with
any related proceedings. I further agree not to disclose any Confidential
Information, Confidential Documents, methodologies, techniques, or data
obtained pursuant to the Protective Order except to persons who are also bound
by the terms of the Order and who have executed Undertakings in the form
hereof, and that at the conclusion of this proceeding (including any proceeding
on administrative review, judicial review, or remand), I will promptly destroy
any documents containing or reflecting materials designated or stamped as
“CONFIDENTIAL,” other than file copies, kept by outside counsel, of pleadings
and other documents filed with the Board.

I understand and agree that money damages would not be a
sufficient remedy for breach of this Undertaking and that Applicants or other
parties producing Confidential Information or Confidential Documents shall be
entitled to specific performance and injunctive and/or other equitable relief
as a remedy for any such breach, and I further agree to waive any requirement
for the securing or posting of any bond in connection with such remedy. Such
remedy shall not be deemed to be the exclusive remedy for breach of this
Undertaking but shall be in addition to all remedies available at law or
equity.

Signed: _________________________________

Name:

Affiliation: ______________________________

Dated: __________________________________

Exhibit B

UNDERTAKING–HIGHLY
CONFIDENTIAL MATERIAL

I, __________________________________, am outside [counsel]
[consultant] for ____________________________, for whom I am acting in this
proceeding. I have read the Protective Order served on February 14, 2012,
governing the production and use of Confidential Information and Confidential
Documents in Docket No. FD 35592, understand the same, and agree to be bound by
its terms. I agree not to use or to permit the use of any Confidential
Information or Confidential Documents obtained pursuant to that Protective
Order, or to use or to permit the use of any methodologies or techniques
disclosed or information learned as a result of receiving such data or
information, for any purpose other than the preparation and presentation of
evidence and argument in Docket No. FD 35592, any related proceedings before
the Surface Transportation Board (“Board”), or any judicial review proceedings
in connection with Docket No. FD 35592 and/or with
any related proceedings. I further agree not to disclose any Confidential
Information, Confidential Documents, methodologies, techniques, or data
obtained pursuant to the Protective Order except to persons who are also bound
by the terms of the Order and who have executed undertakings in the form hereof.

I also understand and agree, as a condition precedent to my
receiving, reviewing, or using copies of any information or documents
designated or stamped as “HIGHLY CONFIDENTIAL,” that I will take all necessary
steps to ensure that said information or documents be kept on a confidential
basis by any outside counsel or outside consultants working with me; that under
no circumstances will I permit access to said materials or information by
employees of my client or its subsidiaries, affiliates, or owners; and that at
the conclusion of this proceeding (including any proceeding on administrative
review, judicial review, or remand), I will promptly destroy any documents
containing or reflecting information or documents designated or stamped as
“HIGHLY CONFIDENTIAL,” other than file copies, kept by outside counsel, of
pleadings and other documents filed with the Board.

I understand and agree that money damages would not be a
sufficient remedy for breach of this Undertaking and that Applicants or other
parties producing Confidential Information or Confidential Documents shall be
entitled to specific performance and injunctive and/or other equitable relief
as a remedy for any such breach, and I further agree to waive any requirement
for the securing or posting of any bond in connection with such remedy. Such
remedy shall not be deemed to be the exclusive remedy for breach of this
Undertaking but shall be in addition to all remedies available at law or
equity.

Signed: _________________________________________

OUTSIDE [COUNSEL] [CONSULTANT]

Dated: __________________________________________

[1] On February 3, 2012, RailAmerica filed a verified
notice of exemption and, in the alternative, a petition for exemption to
acquire control of Marquette, and also attached a redacted version of the
Agreement. The Board will process the filing as a petition for exemption.